Keep Your Head Up
by Emilie Rose
Summary: A different sort of conversation in the laundromat leads Billy and Penny down a very different path. NOT MY PROPERTY. T for crazy random over-the-top caution.
1. See You There

**My first Dr. Horrible fanfic! I love this show so much! (I'm knitting dolls of all the characters, tee hee.) Be kind to a newbie and review, even if it's negative. HAPPY (BELATED) THANKSGIVING!**

**So this is set right after the second Bad Horse Chorus, the one telling Billy to "Go kill someone, signed Bad Horse". It's before Brand New Day, presumably at a laundry trip between the Bad Horse letter and the laundry day where Hammer shows up.**

Laundry day. Penny had always enjoyed the short walk to the Coin Wash, the smell of detergent, and the feel of warm clothes in her hands. Now, she found herself eagerly looking forward to Wednesdays and Saturdays, where conversations with her Billy Buddy turned quiet amusement into a day-brightening experience.

He seemed perpetually nervous, as if he feared he might annoy her with his presence, yet this shyness made him all the more endearing. Though she had only known him a handful of weeks, she felt completely comfortable with him. She told Billy of things within herself that she would never discuss with Captain Hammer, who didn't seem concerned with the intimate details of Penny's soul.

Captain Hammer was a whirlwind adventure; Billy was a Sunday picnic to relax in. Hammer was a man; Billy was a friend.

Yet there was something hidden behind Billy's crooked smile, something that glistened in his too-intense eyes when he didn't think Penny was looking. She knew that he was hurting inside and feared that his gentle heart was near breaking. But each time Penny tried to uncover the source of her compassionate laundry buddy's sorrow, he evaded her questions with complaints about his dissatisfying job. It was apparent to Penny that there was a deeper problem that an unfulfilled desire for promotion, though she did not press the issue. When the time came for Billy to unburden himself, she would be there with a warm hug and a frozen yogurt.

Penny had decided not to tell Billy the details of her latest date with Captain Hammer, for she had noticed Billy's tense behavior every time the subject came up. It was rather dull for the most part, anyway; Hammer had taken her to the dedication of the Superhero Memorial Bridge, where she heard speeches about the highly successful crime fighting team comprised of the mayor, the LAPD, and superheroes. It seemed to Penny just another way for Hammer to exhibit his wonderfulness, which she had secretly begun to doubt. The most exciting event was when Hammer attacked an ineffectual super-villain (Dr. Something?) who had come to disrupt the ceremony as a display of his power. Hammer might be conceited, she thought, but he did excel at his heroic duties.

The bell above the Laundromat door jingled, bringing Penny out of her reverie. The door opened slightly and fell shut several times, drawing a discordant tune from the bell as it moved.

It was much too still a day for the glass and metal door to be moved by the wind. Penny stood and peered over the row of washing machines behind her, scanning the sidewalk outside for the cause of the door's motion.

A blonde head hunched into the black shoulders of a baggy sweatshirt struggled to push through the small opening in the doorway.

Penny rushed forward as Billy made yet another attempt to kick the door open with his sneaker-clad foot. She laughed warmly at her awkward friend, taking his white plastic laundry basket and placing it on the washing machine next to hers.

"Thanks, Penny," Billy mumbled, clearly embarrassed.

"No problem, Billy Bu-" Penny paused and stared at her friend, the smile sliding off her delicate face as she took in Billy's appearance for the first time.

Billy's left eye was swollen completely shut and his lower lip was puffy and scabbed where it had recently been split open. It was no wonder he had had such trouble with the door; his left arm was in a sling.

"My God, Billy, what happened? Here, sit down. You look absolutely horrible!"

Billy obeyed, blushing oddly at her words. He leapt up again moments later, wincing, as Penny took his clothes basket and began sorting his colors and whites. "I can do that. You don't have to-"

"It's okay, Billy Buddy. You just sit down and rest." She gathered the white clothing into her arms and put them in the wash, returning to Billy with a paper bag in her small white hands. "I was hoping you'd come today; I brought you something."

Billy felt the aches in his body ebb away as Penny carefully placed a cup of frozen yogurt in the hand of his injured arm and a plastic spork in the other.

They sat in comfortable silence, eating their frozen yogurt. Penny got up to change the laundry when the timer rang, but returned to Billy's side seconds later.

After some minutes, Billy became aware that Penny was staring at him out of the corner of her eyes. She seemed about to ask him something that never quite made its way past her lips. He considered simply ignoring it and continuing to eat his yogurt, but she was making him nervous. "What?" he finally blurted out, sounding angrier than he had intended.

Penny drew back, hurt visible in her large, soulful eyes.

"I'm sorry," Billy muttered, reaching his right hand toward his true love and accidentally poking her with his spork. "I'm sorry. I'm having a really bad week."

"It's fine," Penny assured him, placing a hand on his hunched shoulder. "I was just going to ask what happened to you."

Billy could not bear to tell this gentle creature the awful truth. If she ever discovered that he was a villain, she would never speak to him again. And she was in love with Captain Hammer. Though it broke Billy's heart, he wanted her to be happy. Hammer was a hero; naturally every girl's dream. Telling Penny that her boyfriend beat him up and nearly knocked his head off with a car would hurt her.

"I got mugged," he mumbled, praying that he sounded convincing. Penny said nothing, so he kept talking, making up details to prove the truth of his words. "Coming home from my friend's house Monday night. It was really stupid, too. I didn't have any money except half a roll of quarters I use for laundry. So they got kinda mad."

He stopped his rambling explanation, for Penny had forced all words from his mind; she was hugging him as tightly as she could without putting pressure on any of his injuries.

After several blissful seconds, Penny released her friend, stood, and began fussing with the laundry, trying to hide the growing blush on her ivory face. "You can tell me the truth, you know," she stated without turning around.

"Wh- what do you mean?"

"I know you, Billy Buddy. You were nervous telling me what happened; I think there's something you're hiding."

Lowering his head, for Penny would surely see the lie in his visible blue eye, Billy muttered some nonsense about having nothing to hide.

He hadn't heard Penny return, almost expected that she would leave after catching him in his attempt to conceal his actions. The warm, thin arm that snaked around his shoulders proved him wrong. "You don't have to tell me anything at all. You don't even have to sit here with me. But I'm here if you need me, okay? Whenever you want, not just on laundry day."

Whenever he wanted? Billy wished nothing more than to spend the rest of his days talking with Penny at the Coin Wash. "Thanks, Penny. I really appreciate it. And it's not that I don't trust you; I do. The whole situation is just incredibly complicated … and unfair."

The buzzer on the nearest dryer rang, signaling the end of Billy's final load of laundry. It would be so easy for them to simply say goodbye and part ways, for Penny to worry about her own problems, not this man's, for Billy to retreat into his shyness. But neither of them moved; this was where their hearts told them they needed to be.

"Is your wrist broken?"

"I, uh… I think it's just a bad sprain. But it still hurt after I wrapped it, so I figured I should keep it as still as possible for a while."

"You think? Billy Buddy, you did go to a doctor, didn't you?"

Billy blushed. It was humiliating enough that Penny was doing his laundry as he sat uselessly on a plastic chair a few feet away. Now she was worriedly asking him about the injuries her boyfriend had caused, injuries of which she must never know the source.

"Well, I took a bunch of biology classes in college and I did some first aid volunteer stuff for a while. I- I could deal with it." Penny seemed about to protest, so Billy decided to continue his explanation. It would be easier to control the situation if he confessed a half-truth. "I wasn't supposed to be where I was when I got hurt."

Penny's well-meaning battery of questions was momentarily impeded by this statement, but working with the homeless at Caring Hands had taught her not to let the shock of the stories people told her affect her efficiency. "You could have gone to the emergency room and told them that fib about getting mugged."

Billy shrugged uncomfortably. Penny sighed. How could she help her friend if her most simple suggestions upset him? "I worry about you, Billy. You're such a sweet person, but there's so much pain in your eyes. I think you're in trouble, but I don't know how to help."

She worried about him. Billy smiled, ignoring the pain in his lip caused by the motion. It wasn't love, but it was a start. Bad Horse's latest message shot through his mind, tearing the smile from his face. Nothing that Penny could do would take away this dreadful choice he had to make. Only by joining the Evil League of Evil could he effect drastic change in the world. But Billy was not as horrible as he made himself out to be. He hated blood; he nearly passed out in dissection labs in college. The thought of taking a human life revolted him; he couldn't do it! And yet he couldn't throw away his chance to join the League.

The girl of his dreams sat mere inches away from him, her hand resting on his bandaged wrist, assuring him that she would look after him. Why let pride stand in the way of a deep conversation between them, of his potential salvation?

He phrased it so that it came out as a philosophical inquiry, not a plea for advice. "Is it wrong to do something evil to change an unfair system?"

"Is this about that rotting fish stuff again, Billy Buddy?"

"What?"

"Your philosophy on change. 'A total overhaul of the system,' I think you said? That we have to change the way things work, not just treat the symptoms like we do at Caring Hands."

Billy blushed, pleased that she remembered his words so well. "Yeah, I guess that's what I mean."

Penny nodded, her eyes full of understanding. "I thought about that for a while after you said it. And I've decided that the system could be changed without a revolution or someone blowing something up. If everyone signed petitions, volunteered their time, and helped out where they could, the system would follow that trend. I know you want things to happen to you, want life to work out, but just be careful, Billy Buddy. I don't want to see you get hurt."

"You mean you don't want to see me break any bones," Billy muttered darkly, readjusting the sling supporting his arm.

"Exactly," Penny laughed. "You know, Billy, you should stop by Caring Hands. See what good comes out of treating a symptom."

Somehow, Billy doubted that spending a day with the broken people left as debris in the wake of mankind would make him feel better. But Penny was offering to spend time with him outside of the laundromat, in a place where she had had dinner with Captain Hammer. It would be sheer idiocy to refuse her.

"When do you work there? I'll see if I can stop by."

"I'm there whenever they need me, really. There's not a schedule. But I'll definitely be there tomorrow for most of the day."

Billy's only job at the moment was being horrible, which did not set have work hours. Tomorrow, he decided, he would be taking a vacation. "What time would I be most useful?"

Penny smiled. A new volunteer! "Well, we'll have to be careful with that arm, but you can still help set tables and serve food. Do you think you can be there around eleven?"

"Sure, I'll be glad to help. Treating a symptom is better than just being angry."

"Thanks, Billy Buddy. And look after yourself, okay? Don't do anything rash."

Billy nodded, taking his laundry basket under his good arm. "I'll see you tomorrow, Penny." God, that felt good to say! "And thank you for all the help, and the yogurt."

He walked out the door that Penny held open for him and floated home, not feeling the aches of Captain Hammer's attack. A warm sensation coursed through his veins, something he had not felt since that day so long ago when Penny- whose name he did not even know yet- casually smiled at him. Such a small word, but powerful enough to erase even Bad Horse from his mind: hope.

**What do you think of chapter one? Please tell me, because I'm really unsure about this piece. I think I'm gonna hold Chapter 2 until I get at least 5 reviews, so if you want more, TELL ME! (Or if you want me to take this down and die.)**

**PS. If I personally told you to review, please do! :=)**

**PPS. Wow, now I'm just begging, ain't I? Good thing I have no dignity to lose!**


	2. A Caring Hand

**PART 2, finally! Thanks so very much, all my kind reviewers. I no longer have a review quota due to your kindness. I was not holding the story hostage for attention, merely curious to see if people care about Dr. Horrible fanfiction. Obviously, you do. (This does not mean I don't still want reviews- the number is simply no longer important.)**

Penny was thrilled that her friend would be joining her at the homeless shelter that meant so much to her. Helping to relieve the suffering of others would surely lift Billy's spirits. The shelter could use the assistance, too, for the number of people they served was steadily increasing. Everyone was grateful when she brought Captain Hammer; his superhuman strength made setting up tables light work. But half of the time he was there he spent signing autographs for the staff, ignoring both the homeless clients and Penny.

"Hi Penny, I'm sorry I'm late." Penny blinked, bringing herself back to her surroundings and finding herself staring into the stormy blue eyes of Billy.

She put him to work setting the tables for lunch as she bagged donated rolls for the non-residential clients to take with them. He worked efficiently, not stopping to idly chat as many of the volunteers did. But when an elderly woman, a harmless, slightly confused new resident of Caring Hands asked him if he had seen her son Simon, Billy instantly put down his handful of forks and aided her in her search.

Penny watched with tear-filled eyes as the head cook pulled Billy away from Mrs. Reynolds and quietly explained that Simon had died in a car accident several years earlier, but the distraught mother refused to acknowledge this truth. Billy took the old woman's wrinkled hand and told her calmly that her son had gone on vacation with his girlfriend, but would be home soon. Mrs. Reynolds smiled, assured by the comforting lie, and sat down with Billy, who comfortably listened to her give a rambling, disconnected account of her life.

When it was time to serve lunch, Penny tore the old woman's newfound friend away and helped him into an apron. Billy felt useless; he had come here to assist Penny, who had to dress him because of his injury after forcing him to stop socializing with the clients. "I'm really sorry I didn't finish setting the tables. I just felt so bad for that lady, I couldn't walk away."

Penny placed her hands reassuringly on Billy's shoulders. "What you did for her was more important than putting forks on tables, Billy Buddy. Most of the people here got exasperated with her deteriorating mental state soon after she came. She wants to talk to someone, but nobody has time to listen. Thank you."

"But I wanted to help you," Billy muttered.

"But you helped her," countered Penny. "Now help me. Can you scoop baked beans into trays with your good arm?"

Once all the clients were fed, the volunteers were free to eat the leftover food for their own meals. Through some blissful twist of fate, Billy found himself eating baked beans and a hot dog off of a cheap paper plate less than a foot away from his beloved Penny, who was munching happily on one of the peanut butter and jelly sandwiches that were kept on hand for picky children and vegetarians. He wasn't sure if it should please or hurt him that she had once shared this very table with Captain Hammer.

Talking with Billy was a relaxing experience for Penny, though their conversations were deep, delving into the causes of social problems and their possible solutions. Why was it, she wondered, that it was easier to converse with Billy on an intimate level than to causally chit-chat with Captain Hammer?

It was clear to Penny that Billy had been hurt badly by this world. His cynical views of mankind and almost violent desperation for change made her heart ache. But she was convinced that showing him the colors in the world, the hope contained even within this very room, could save him from the darkness within himself.

Billy walked home as the sun was setting, painting the sky in magnificent colors, primarily purple and blue, but also fiery gold along the western edge. He often viewed the sunset as a parallel to the twisted system of mankind. The age of shining light was over and the reign of darkness was imminent. But light was strong and would not die quickly. The last glimpse of brightness in the world burned the sky like a holocaust. Billy wanted to be a part of that fire, shooting memorable sparks into the air before he was smothered.

Tonight, the sky looked different. The darkness was soothing, freckled with pinpricks of smiling stars. The sun's final rays were a warm song, a tale of the future. Billy might at times fear the dark, but there was no need! In but a few short hours, the sun would return, bringing a new day filled with endless possibilities.

Penny sat at a small table in the Caring Hands kitchen, peeling a small mountain of potatoes. Her hero, the man who was perfect for her- so they said- stood outside signing autographs for a horde of

air-headed young women who she felt were much more Hammer's type than she could ever be. She wondered why he even bothered coming to the homeless shelter; it was apparent that such social issues mattered little to him.

He sat with her at supper, eating a meal he had done nothing to help prepare, smiling at her with that cheesy expression that she could not believe she once considered "sweet". She found herself tuning out his self-congratulatory voice and wondering whether it was more heroic to beat up a villain or provide shelter for a homeless man.

The well-known uniform of Captain Hammer drew Mrs. Reynolds's eye as she once again searched her surroundings for her son. She approached the living symbol of justice and laid a withered, unwashed hand on his thick arm. "Captain Hammer, sir, I'm so sorry to bother you, but if you could help me, sir, please."

Penny watched as her Prince Charming tried in vain to hide the revolted look on his face with an understanding smile. How could he have become known as a champion of the oppressed? He was nothing but a champion of the wealthy, beautiful, and popular, protecting their money and stealing their hearts.

"Well, Ma'am, how can my totally amazing services be of use to you?"

"I'm looking for my son. He- that nice boy said he'd be back, but he isn't and I miss him. Can you help me find him?"

"I'm not exactly a detective. Leave the finding out stuff to them, unless he's a criminal. Then I'll find him faster than you can say 'Hero'." The brokenhearted mother's eyes filled with tears as she clutched even tighter to Hammer's sleeve.

"Oh, no! My Simon never did anything wrong. It's not his fault he's got better things to do than to visit his poor old mother."

Hammer recoiled as Mrs. Reynolds sobbed into his shoulder, gesturing at Penny to get her off of him; she obeyed instantly, for the sake of the woman at his feet. Penny took Mrs. Reynolds into an empty office in the back of the building and sat with her until she had calmed down. She did not dare explain to the already distraught woman why her son never visited. The shelter had connections with physicians and mental health workers; Penny believed it was time to call someone in to speak to Mrs. Reynolds.

Upon reentering the main dining hall, Penny saw Hammer's empty dinner plate lying on the table next to hers, just where she had left them. The unhelpful hero stood talking to several of the volunteers, college girls who had come merely to fulfill a class requirement. Sighing, Penny cleared the plates, wrapped her purple wool coat around her body, and approached Captain Hammer. She stood behind the pack of fan-girls until Hammer met her gaze. Then she smiled, waved, and left before he had the chance to offer to take her home.

**Sorry this is so short. I just didn't know where to break it next if I didn't do it now. Future chapters will be longer, I promise.**

**Chapter 3 may be a long time in coming, because I have to make Christmas presents for my friends, family, and everyone I've ever met! All good, though. Happy Healthy Hectic Holidays to all, unless you don't celebrate anything- in which case I urge you to just take pleasure in how pretty and sparkly everything is.**


	3. The Feelings You Don't Dare To Feel

**MERRY CHRISTMAS (a little late) HalfBrachenDemon! And I hope you all had/ are having a wonderful holiday season.**

**Sorry this is short again, but I'm actually really happy with it.**

Nerdy girls do not break up with superheroes. Penny knew that this was a societal law of nature, but that didn't mean she couldn't dream about it. She had visualized the scene a hundred times in her mind developing countless new ways to say, "This isn't working out." But she was always stumped by the next line; Hammer's reaction. How does a pompous superhero deal with getting dumped?

Somehow, this relationship with Hammer had to end. He was too shallow to even understand her hopes and dreams; she doubted he knew a thing about her. Except that he found her attractive. That he knew most definitely. She had never known kisses to feel so wrong, so possessive, as if his mouth were claiming her body and soul as his. He seemed to imply with every touch that it was only natural for her to bend to his greatness.

The quiet, troubled boy from the laundromat had become her refuge. Billy understood her completely, understood things about her that she had never mentioned. He came to Caring Hands several times a week, eagerly assisting in any way he could. They shared meals together, after which Billy cleared the table and hurried off to the kitchen to help wash dishes. It made no sense that Penny's quiet, platonic friend treated her like a princess while her boyfriend seemed to think of her presence as a matter of course, an accepted fact. Hammer never considered that Penny was more than a pretty trophy, a maid, a romantic game. Billy seemed to view his time with Penny as a precious gift and appeared to be desperate to prove to her that he deserved it.

Of course, Penny was not supposed to pick up on Billy's insecurities; he always attempted to come off calm, cool, and collected, though his utter failure made him all the more endearing to his newfound friend.

She walked into the laundromat to find Billy already stuffing his sheets into a washing machine and humming. "Hey, Billy Buddy."

In one swift movement, Billy reached into the paper bag at his feet, turned toward Penny, and offered her a cup of frozen yogurt, a hopeful smile shining on his face. "Hi Penny."

They talked about the Caring Hands petition and the possibility of procuring a new building while Penny's colors tumbled through a machine. Billy enjoyed the comfortable silence that then enveloped them as they ate their frozen yogurt. But as he glanced up at the beautiful woman next to him, he noticed that her delicate features were marred by the look of sadness that overshadowed them.

"Penny? Are you okay?"

She smiled at her friend, knowing that the happiness did not reach her eyes. "Yeah, Billy, it's not a big deal."

"Of course it is! Anything that's making you sad is a really big deal!" He paused, blushing, and when he began speaking again, it sounded to Penny that he was trying to swallow the anger her sadness had obviously caused him. "You're always here to listen to me, Penny, to help me with my problems. I want to be able to do the same for you. Tell me what's up?"

For the first time in Penny's life, she wasn't the one fixing someone else's problem. With Billy, it was perfectly alright to be herself, to be weak. "You were right when you told me to trust my instinct about Hammer, Billy. He's so… I don't know what he is, but he's horrible!"

Billy coughed violently, apparently choking on his yogurt. Penny thumped him gently on the back until he managed to catch his breath. "S-sorry," he gasped. "Keep going."

"Um… anyway, he's really a jerk. And he makes me so uncomfortable, always touching me. I think he's waiting for me to beg for more."

How could he respond to that? Penny had no idea that the man in whom she was confiding her romantic troubles wanted her more passionately and deeply than Hammer had ever wanted anyone or anything. He knew he had to say something; Penny was asking for his guidance and he couldn't let her down. "Well… why don't you just tell him you're not interested?"

"He's a superhero, Billy. You don't tell Captain Hammer that you're not interested."

"But you're not."

Penny sighed and rose to put her laundry in the dryer. Billy just didn't understand how trapped she was.

Billy's heart ached as the girl he loved sadly pulled her damp clothes out of the washing machine. She had come to him, her dorky laundry buddy, for help and he couldn't think of one useful thing to say. As she sat down beside him, he was seized with a sudden urge to sweep her off to where no one had ever heard of Captain Hammer or Dr. Horrible. God, he loved her! He would give anything not to have her hurting.

Penny wasn't sure why she wasn't the least bit startled when Billy wrapped his arms around her. It felt comforting, safe, and … right. She felt herself leaning into the embrace until her head rested on his shoulder.

For the first time in days, Billy thought of his pending application with the Evil League of Evil. They wanted him to kill someone. Why couldn't he kill Captain Hammer, thus ridding the world of the heroic menace, impressing the League, and helping Penny all at once? But the idea of murder was still repulsive to him, even if the victim was Captain Hammer, corporate tool.

They let go of each other at the same time and looked away; neither could quite manage to meet the other's eyes. "It'll work out, Penny," Billy mumbled. "Everything happens, right? Something will always change." He wondered if he was talking more to her or himself.

Penny smiled weakly. "I guess you're right, Billy Buddy. I just want to get out of this." She jumped as the bell over the entrance jingled. "He said he might come, but- Billy, check for me?"

Billy glanced quickly toward the door, but turned away as soon as he saw the all-too-familiar form of Captain Hammer. "Yeah, that's him."

Sighing, Penny forced her face into a smile and rose to greet her boyfriend.

Billy hurriedly busied himself with his laundry, making sure to stand so that Hammer could not see his face. If his nemesis recognized him and told Penny who he was, she'd never speak to him again.

"…Want you to meet my friend Billy."

Billy's stomach clenched as Penny took his arm and dragged him toward Captain Hammer. "The laundry buddy! What's up, doc?" Hammer laughed at his own joke as Billy tried to force his face into a somewhat normal expression.

Penny saved Billy from having to come up with a reply by announcing that she had to go get her laundry.

As soon as Penny turned away from the men, Hammer's fake smile slid from his face and was replaced with a look of disgust and contempt. "You got a little crush, don't you doc? Well, I gotta tell you that Penny is mine. And soon- maybe even tonight- she's gonna be mine in ways you can't even imagine. Oh, and I should tell you, I don't like Penny to have to spend money at this dirty little laundo-thing, so I'm having her use my washer and dryer from now on. You know there's lots of things two people can do to keep busy during a thirty minute wash cycle." He winked at Billy who stared at him, too angry to speak.

The disgusting smile returned to Hammer's face as Penny approached. "Alright, I'm ready. Bye, Billy. You're coming tomorrow?"

Hammer glared at Billy, confused and angry. Billy knew that having Hammer know how close he and Penny were would be hazardous to his health, but Penny looked so sad standing next to the super-bully. He had the power to cheer her up; how could he not use it? "Sure. Ten o'clock sound good?" The smile on Penny's face made his heart soar. She nodded, then turned to Hammer, trying and failing to maintain the look of happiness.

Billy fought the urge to jump on Hammer's back and strangle him as his thick arm slid around Penny's waist then down to her shapely rear. How dare he? Maybe killing the arrogant jerk wasn't such a bad idea.

**I know the "horrible" jokes are bad, but for some loser reason I find them really funny. Sorry!**

**On behalf of Christmas and my upcoming birthday, PLEASE review!**


	4. Stormy Sailing

**My apologies for the delay, but here we go at last. Hey guess what I did for my birthday? I had my friends come to my house and we watched the Dr. Horrible DVD and all the special features. My "cake" was frozen yogurt. Yeah, I really am that cool.**

"Ouch!" Penny stifled a laugh as she reached across the table and took Billy's strong but delicate hand in hers. She pulled the already red-spotted napkin from her pocket and dabbed at his skinned knuckle.

"You don't peel potatoes very often, do you, Billy Buddy?" Billy shook his head. "Here, you cut them after I peel, okay?"

Billy nodded. "I try to cook, but it never really works out."

"I'm more of a takeout and peanut butter and jelly person myself," agreed Penny. "But I can cook a little. Let me know if you ever want some tips."

"Thanks." Billy smiled, but the expression faltered. He blinked that over exaggerated, nervous blink that Billy found so sweet. "So… what happened with Hammer last night?"

Penny's hand jerked violently, driving the peeler into the flesh of the potato. "He tried to drive me to his house. I told him I was sick, asked him to just let me go home." She sighed and began hacking at the next potato. "He dropped me off, carried my laundry up to my apartment, and tried to smooth-talk his way inside. I tried to look as sick as possible and shut the door in his face."

"Well that's a start," mumbled Billy; he blushed as Penny looked away, disappointed by Billy's less than enthusiastic words. He didn't know what to say to bring back that smile he loved so dearly, didn't know what to do except hold her, which he was too cowardly to attempt.

The pile of sliced potatoes grew with the awkward silence. Penny wasn't sure how to explain to Billy how she felt about this uncomfortable relationship. She wasn't even sure how to explain to herself how she felt about her growing friendship with Billy. But she was quite sure she trusted her Billy Buddy and wanted to be completely honest with him. She steeled herself to tell him what had been preying on her mind since yesterday. "Billy, I-"

But at that moment, Billy made his own attempt to conquer the silence between them. "So-" He stopped when he heard Penny's voice. "Sorry." He blinked nervously. "What were you saying?"

"Oh, I…" She took a deep breath and spoke, looking away from the emotional eyes she knew would soon show great pain. "I overheard what Hammer said to you yesterday. At the laundromat."

Billy's heart froze. Penny had heard what that disgusting creep had said about her! And that meant she'd heard how Hammer spoke to him. Even if she didn't understand the meaning behind comments like, "What's up, Doc?" she would surely have gathered that Hammer and Billy were no strangers.

"Well… he's a jerk, Penny. Just trying to embarrass both of us at the same time."

Penny nodded, but Billy could tell she was still thinking about the incident. "He seemed to really dislike you, Billy Buddy. Did you do something to make him angry?"

"I, uh, I guess he just doesn't like me talking to you. Not surprising that he would be possessive."

Shrugging, Penny lifted the pot containing the finished potatoes and began carrying it toward the kitchen. Billy leapt from his flimsy folding chair, knocking it to the floor in his haste to reach Penny. "Here, I'll carry that," he said as he lifted the heavy pot from her arms.

She blushed gratefully, flattered by Billy's thoughtfulness. "Oh. Thanks, Billy."

When he returned, Billy helped clean the potato peels from the table. He then turned to the girl of his dreams and asked her what else he could do.

"We did a lot today, Billy. I could actually use a break." She smiled brightly. "Want to go get some frozen yogurt?"

They sat at a small rickety table in the back of the local ice cream shop, eating vanilla frozen yogurt that Billy had bought. Penny had protested, but Billy insisted that she deserved to be treated to anything she wanted.

Why was Billy so good to her, she wondered. She thought again of what she had heard Hammer say to her friend at the Coin Wash and decided to take a chance on asking him something that could cause Billy's shyness to return in full force, making him retreat from her. But everything happens, so Penny thought it only made sense to take chances. "Hammer mentioned that you would be hurt by my being with him. He said you have a crush on me?" She ended it as a question, though she didn't know what sort of an answer she wanted.

"Well, Hammer said that you wanted to sleep with him too," Billy snapped. "He's an idiot, Penny. Don't listen to him." His eyes glinted with anger and his face flushed with… something else. Humiliation?

Penny wondered at the sudden painful tightness around her heart. Billy hadn't said anything that should hurt her. So why did she suddenly feel like crying?"

Billy's heart pounded in his ears as he tried desperately to appear casually offended by Hammer's words. What would Penny think of him if she knew how hopelessly in love he was? She'd almost certainly stop speaking to him. But when he looked at her over his slowly melting yogurt, he thought she looked sad. Those couldn't be tears in her eyes, could they? What if Penny saw him as more than her dorky laundry buddy? What if she loved him?

Billy dismissed the thought as soon as it entered his usually perceptive mind. Penny was perfect, the sort of girl meant to date a hero. A real hero, of course, not Captain Pretty-boy. But she certainly wasn't the Girl Friday of any villain, even one who hated violence.

Whatever her feelings for him, he had snapped at her and obviously offended her, the last thing he ever wanted to do. "I'm sorry, Penny. I didn't mean it like that. He just doesn't have the right to say anything about either of us. But you know I like you a lot, right?"

Penny smiled sadly. "Sure, Billy Buddy, I know."

After several days of avoiding Captain Hammer, Penny found herself once again sharing a meal with her boyfriend at Caring Hands. It was strange to be in this place which she had grown accustomed to sharing with Billy, for though her laundry buddy had made it clear that he was interested in no more than friendship, they were very close friends.

Thinking of Billy while sitting across from Captain Hammer, Penny was struck by a sudden idea. Although she and Billy had spent time together since the incident at the Laundromat, she still wondered what sort of conflict had occurred between him and Hammer. The conceited hero would surely tell Penny if he had once caught Billy doing something wrong.

"When you met Billy at the Laundromat," she began nervously, afraid of what she was about to hear, "You seemed to recognize him. Have you met before?"

Hammer smirked, remembering the car he had thrown at Dr. Horrible's head the last time they met. "he hasn't told you much about himself, has he?"

Penny thought about her numerous conversations with Billy. She knew everything about him that mattered; his beliefs, his dreams, his withdrawn personality borne of anxiety. But she actually knew very little about him; his job, his past, and his personal life were never discussed. It was unfair to blame him for this, thought Penny, for she herself was reluctant to share her past with people.

"Have you ever heard of a villain called Dr. Horrible?" Hammer asked, pleased at the little shudder that ran through his latest conquest at his words.

Yes, of course Penny had heard of Dr. Horrible. He was an up-and-coming villain who had not met with much success but still managed to cause a lot of damage. Though there were no deaths or injuries attributed to his crimes, Penny still thought of him as absolutely…well, horrible.

"Your little laundry buddy is his disguise. I hate to tell you this, Penny baby, but you're dating a superhero and doing laundry with his nemesis."

Penny's heart froze. As much as she disliked Captain Hammer, she knew that he wasn't lying. Though she had tuned out his voice, she was vaguely aware that he was taking the opportunity to boast about his many heroic defeats of her best friend.

Billy! Memories of her quiet friend flashed through her mind. The first day he spoke to her, mumbling something stupid about the air. The day he surprised her with a cup of frozen yogurt, passing the incident off as a "crazy random happenstance". The sorrow and humiliation that had marred his face the day he came to the laundromat covered in bruises. Now she knew where those came from, at least. She had even watched him receive them. She remembered how eagerly he had come to Caring Hands, looking for a way to help people. The gentleness he had shown when speaking to Mrs. Reynolds. How could this wonderful person be a villain?

"…threw him into the wall, where he sat like a scared puppy. But an evil, dangerous puppy. And that's how I stopped his bank robbery attempt." Hammer looked at his girlfriend expectantly, waiting for her to shower him with praise. Instead, Penny smiled weakly and stood up.

"Um… listen," she cleared her throat of the hard lump that had settled there and brushed away the burning in her eyes. "I have to go. I'm sorry. I'll see you tomorrow, okay?" She left before Hammer could protest.

Yes, she would see Captain Hammer the next day, and any other day he liked. Thank goodness she hadn't let that villainous phony destroy the best thing in her life. True, Hammer might be a little cheesy and self-centered, but he was essentially a good person. Billy was… Billy was perfect. But he was a villain, and for that she had no choice but to hate him. Penny collapsed onto her bed, knocking several stuffed animals of endangered species to the cold floor. She cried until exhaustion outweighed sorrow and she fell asleep.

**Please review? Pretty please?**

**PS. I think there's only one chapter of this left.**


	5. Finding The Bay

**Last chapter! I really like how this came out and I hope y'all did too! Please review either way and keep your eyes open for my new Dr. Horrible story, "Slippery When Wet," starring Moist!**

**Vaguely physical romance discussed, but the story is rated T, so all's good.**

Laundry day. Billy walked happily to the Coin Wash, a bag containing two frozen yogurts balanced precariously on top of his basket of sweatshirts and jeans.

Penny was already partway through her first wash cycle when he arrived. She was seated with her back toward him, but he could tell from her posture that she was tense. If Hammer had hurt her, he vowed as he approached her nervously, he would kill him without a second thought.

"Hey, Penny." She whirled around; Billy jumped, then took a step toward her when he realized she had recently been crying. "What happened? What did he do to you?"

"He watched out for me, warned me of the danger I've been in." The sorrow in Penny's beautiful eyes and musical voice turned to anger. "He protected me from, you, Doctor!"

Billy froze. His mind filled with desperate thoughts. Run away! Beg for forgiveness! Jump off the nearest bridge! Deny everything! Confess his love! Explain! Yes, that one seemed almost reasonable. Penny was, or at least used to be, his friend. She would listen to him, and once he told her why he wanted to take over the world, she would… forgive him? Maybe not, but it was better than just fleeing and never talking to her again, which was his second option.

"Look, Penny-"

"No. There's nothing you can say, Doctor, so don't try." She turned away and brushed at her watering eyes. Billy didn't- couldn't- move. Suddenly, she turned back to face him. "Actually, I do have one question. I don't even know why it matters, but… Do you like me?"

"What?" Billy had no idea how 'I hate you, you monstrous villain' could suddenly turn into 'Are we friends?' What was she talking about?

"Do you care about me at all? Or did you just think it would be a clever idea to mess around with your nemesis's girlfriend? All those conversations we had, was any of it true? Are you…" Her voice broke. She buried her face in her hands and sobbed.

The elderly man who worked behind the counter, the only other person in the laundromat, stared at Billy reproachfully.

"No, Penny, don't," Billy pleaded. He knelt beside her and placed his trembling hand on her shoulder. She pulled away instantly. "Penny, listen to me. Everything you know about me is true. All my ideas, my dreams, the problems I see in the world. I just… underemphasized how far I would go to change it. I was going to tell you eventually. I would never hurt anyone, though. It's just…" He sighed. "Don't you agree things have to change?"

Penny looked up at him through puffy red eyes and nodded. "So be a hero, Billy. Do something to make a change. But not this."

"Heroes are useless. Look at Hammer. Who has he ever helped? They're just like everyone else. Pretend they're doing something special and use their power to score hot girls." Penny blushed, but Billy continued on without pause. "He wants you to hate me, Penny. He wants you to stay away from someone who would actually treat you like the perfect person you are so you won't see how much he's not doing for you!"

"Well I guess he succeeded." Penny's heart was breaking, but she knew she was doing the right thing. Her sweet Billy Buddy was a lie. There was only a villain who had somehow managed to get under her skin and hurt her. "Because I do hate you, Dr. Horrible. Now please, just get away."

Billy couldn't breathe. She didn't mean that. She hadn't said it. Penny was his only hope, the only thing that could save him from the desperate villain inside himself. The still-functioning part of his brain told him that he needed to leave. His heart wanted to pull her close and hold her until she understood how very wrong she was about him.

Penny turned around when she heard the bell over the door jingle. She hadn't actually expected him to give up so easily. She looked down and saw, placed carefully just inches from her feet, a slowly melting cup of frozen yogurt.

She hated him. She _hated _him! Billy didn't know what to do, didn't know what to feel. He felt the darkness of the world around him and the darkness of his own frustrated mind closing in around him. Suddenly, there was no reason to fight it. There was no hope of finding joy in his cold, miserable life.

Billy stood in his lab, trying desperately to slow his racing heart and frantic mind. How? What could he possibly do? He could build a weakness ray, he thought wildly, take away Hammer's strength, kidnap him, and torture him. But that wouldn't make Penny forgive him; it would probably make her murder him. He wondered if that would be such a terrible thing.

Hammer did not love Penny and Billy did. This was the only thing he knew, the only workable fact his desperate mind could cling to. But Penny didn't know it, and that was the problem. Billy knew he couldn't convince her of Hammer's true nature, He was a superhero, thus automatically loved by everyone. Besides, Penny wouldn't take his advice now; she'd think destroying Hammer's love life was part of his villainous evil plan.

His only hope of getting the girl of his dreams back into his life was to convince her of his worth. Once upon a few short days ago, Penny had considered him her very best friend. They had common ideals and could easily converse with a level of honesty Billy had never known before. The only thing that had changed was Billy's name. But it obviously meant much more than that to Penny.

Billy tried to imagine the conclusions that Penny had drawn from learning his identity. Within minutes, he had developed a very sinister image of himself, in which he was not at all nervous and frustrated, but violent and horrible. Dr. Horrible, in fact. He shuddered at the thought and then realized with a sickening jolt that this terrible vision had very recently been his greatest desire.

"Why?" He didn't notice that he had begun talking aloud. "How could I willingly give in to one evil to stop another? No wonder she hates me. But even in the League, I wouldn't have-"

He stopped, suddenly seized by a memory. It was that first day that Penny had spoken to him, the day she had met Captain Hammer. Then, Penny had wanted to talk to him, get to know him, recruit him for Caring Hands. Dr. Horrible had thrown away that chance to steal Wonderflonium. For the first time, Billy realized that that moment had been a fork in the road of his life. He felt suddenly cold as he realized that he had chosen evil.

He deserved Penny's hatred. In his battle against the world, mankind's evil had won, corrupting him and taking from him everything he ever really wanted; Penny. But how could he blame the world? Penny saw the same wickedness that he did and came out of it kinder every day. Billy had lost his battle with Dr. Horrible and until he managed to conquer the villain within himself, he had no right to even hope for Penny's forgiveness.

Penny sat on the leather couch in Captain Hammer's living room, listening intently as Hammer told of his recent defeat of Dead Bowie. After her recent brush with a villain, she felt obligated to be more appreciative of heroes. She told herself every day that she was the luckiest girl in the world and she had to give Captain Hammer the sort of adoration he deserved.

His story finished, Hammer looked at Penny expectantly. She smiled brightly, displaying a loving pride that did not meet her eyes. "Thank goodness you're here to protect us."

Hammer pulled his incredibly cute girlfriend to his strong body. "Yeah. You're a lucky little lady, huh?" He tilted her head up and pressed his mouth to her soft lips.

Penny leaned into the kiss, telling herself that this was right, that this was perfect, that she was hopelessly in love. She closed her eyes and deepened the kiss, running her hand through fluffy blonde hair, allowing the smell of detergent and the taste of frozen yogurt to overwhelm her.

No!

She couldn't have just pictured… No. He was a villain. And even just Billy, the way they were before Dr. Horrible had come between them, no, it hadn't been like that. This was where she belonged, wasn't it?

Hammer's strong hands slid to the edge of Penny's Caring Hands t-shirt and ran up her chest, making her shiver. She wasn't sure it was a reaction of delight. He cupped her breasts, sliding his mouth expertly down to meet his fingers. Penny knew this was wrong, but hadn't the slightest idea how to say no to a super hero. Billy's gentle voice flashed through her mind.

_Why don't you just tell him you're not interested?_

Her sweet Billy Buddy hadn't been evil then. He had been compassionate and genuinely concerned about her. She had almost dared to break up with Hammer that day because she knew that Billy was on her side. Why had his identity changed everything? Why had everything Billy ever said become twisted into something evil? Why was Hammer suddenly a suitable boyfriend?

She pulled back just as Hammer moved to unclasp her bra. "Listen, I have to go. They need me back at the shelter."

Hammer snorted. "They have other volunteer people, baby. You're busy." He reached for her, but Penny moved away.

"No, really. I have to go. Sorry." She rushed out the front door, not daring to look back. "I'll call you!" she shouted after her, hoping to appease him.

That night, Penny stayed up past midnight, though the events of the day had left her drained and tired. She couldn't get that image of kissing Billy out of her head. Why had she thought of that? _Obviously_, she told herself, _I'd rather have been with anyone that Captain Hammer, corporate tool. _She laughed humorlessly. Billy had taught her that term.

_Okay, it kind of makes sense that I was attracted to him before, _she rationalized. _He was sweet, funny, socially aware. He signed my petition and came to Caring Hands to volunteer. He treated me with respect, even too much so at times. Always went out of his way to make me happy._

_But it was all a cover, _her mind continued, spinning in dizzying circles. _And while he must have been genuine- my best friend can't have been totally made up, right?- he's dangerous. I could never date a villain, could never be friends with one._

_On the other hand, heroes haven't turned out to be all that heroic._

When she finally fell asleep, Penny dreamt of being kidnapped by Dr. Horrible and rescued by Captain Hammer, who tried to molest her as he drove her away from Horrible's lab. She screamed for help, knowing that the only person who could get to her in time was famous for being a soulless villain. But suddenly Billy was there, Billy, who had been trapped in Dr. Horrible's evil lair and had only just gotten himself loose. He took her to the laundromat, where the mayor handed her a cup of frozen yogurt and her petition with his seal of approval on it.

She woke up feeling more confused than before.

The next morning, Penny walked in to Caring Hands with her head held high, determined not to think of either the perfect man who had entered her life or the villain who had taken away her brief happiness. Nor, she vowed, would she spend any more time trying to establish which man was which. Her harbor had sunken back into the sea and she was once again thrust into the stormy sailing that had always been her life. No use dreaming of things that might have been.

The temperature outside was dropping, which meant that the shelter was getting steadily busier. Penny was glad of this and made sure to work extra hard, not giving her mind a moment to wander. The staff was simply glad that Penny was leaving less for them to do, but some of the clients, who all loved Penny very much, thought she seemed… off.

"You been getting' enough sleep, girl?" Penny jumped, but saw only Mr. Harding, a wheelchair-bound veteran, eying her with concern.

"Yes, I'm fine, Mr. Harding." She tried to laugh casually, but found a weak smile was the best she could manage. She was saved from having to make excuses by the ringing of her cell phone. "Oh, excuse me."

Penny spoke patiently to the Girl Scout troop leader who wanted to bring several girls in as volunteers, then to the local grocery store, which was holding a food drive for the shelter, then to the trucking company that was delivering the food, on and on until her phone grew hot under her chin, chopping vegetables the entire time. Putting down her phone at long last, she left the kitchen to begin making up the freshly laundered cots.

She only managed to go halfway across the room, however, before she found herself frozen to the spot as firmly as if she were under the power of a freeze ray.

Billy swallowed hard, fighting down the nervous butterflies in his stomach as he stood outside the Caring Hands shelter. He knew Penny was inside; the dropping temperature had surely made the shelter very busy. But did he have the nerve to go in to see her?

He couldn't leave it like this, just walking away with her hating him. She would never go back to the laundromat, at least not at a predictable time. Of course, he knew where she lived, but it would be too creepy to show up at her doorstep. So Caring Hands was the only place to take the chance to build a new existence with Penny, free from Dr. Horrible and Captain Hammer. Holding his breath, he pushed open the heavy double doors and entered.

Nervous blue eyes scanned the crowded dining hall, searching for the beautiful red hair of the most wonderful person Billy had ever known. He saw her for a split second, but she disappeared into the kitchen before he could even take a step toward her. Not daring to follow her into the kitchen, Billy wandered aimlessly around the shelter, waiting for the perfect opportunity to approach the love of his life. Each step he took brought new memories of the times he had shared with her in this building filled with such hope and sorrow. Would they ever get the chance to make new memories?

Billy's wanderings took him to a small room at the back of the dining room. It was a sort of nursery and playroom, where parents could leave their children while they got food, met with social workers, or went job-hunting. Two teenage girls stood in a corner, "watching" the children for community service hours as they gossiped eagerly about the most recent party they'd attended.

Two babies slept comfortably in plastic cribs pushed against the stone walls. A handful of children, ages three to ten, played amiably on the hard floor. Billy wondered at such complete innocence and thought it was uplifting how they could find happiness even in such circumstances. But Billy knew that no joy is absolute; his peaceful reflection upon these children was interrupted by the soft sound of crying.

A little girl, about seven years old, crouched in the darkest corner of the playroom, her long blonde hair covering her face and her clenched fist stifling her sobs. Billy approached her slowly, not wanting to frighten her, but desperate to stop her tears. He hated seeing people unhappy.

"Um… are you okay?" The girl jumped and looked up at Billy, dark eyes filled with tears and fear. Billy knelt before her, reaching out a placating hand. "Hey, don't be scared. It's okay." He tried to smile at her, but found the expression on her little face too heartbreaking. "My name's Billy. What's yours?"

The girl's mother had told her not to talk to strangers, but she didn't see how she could possibly feel unsafe around this man. He looked so friendly and kind of afraid himself. His eyes looked as sad as her heart felt. "Kayla."

"Hi Kayla. Why are you crying?"

"I'm lonely," she sniffled.

"You don't want to play with the other kids?" She shook her head. He hesitated; he had to go find Penny. But this poor little girl was hurting. He remembered the many times in his childhood when he would have given anything just to build a Lego castle with someone. "Will you play with me?"

Kayla buried her head in her hands and sobbed.

"No, don't cry! Please!" Billy's heart pounded. Had he made her even more upset? Why couldn't he make anyone happy? "Tell me what's wrong. I can try to fix it."

Through slightly subdued crying, Kayla stammered, "I made my mommy homeless."

Billy was taken aback. What did this little girl think of herself? "How?" He was almost afraid to hear the answer.

"I cost money to feed and I'm too little to work."

"Did your mommy tell you that?"

"No. But I know food costs money and I eat and I don't work. And now mommy goes out all day and leaves me here. She mad at me 'cause of what I did, right?"

Billy never knew what to say in a difficult situation. He rarely knew what to say when the words were apparent. But somehow, he managed a response to the broken little girl. No of course she isn't mad. And it's not your fault. She's probably been out trying to find work. She'll be back pretty soon and then you can spend the evening with her. But right now, your job is to have fun." He cast his mind around for some sort of distraction for Kayla. She watched as he stood swiftly, walked over to the game closet and returned in seconds, sitting cross-legged before her on the floor. He held a small rectangular box in one hand.

"Want to see some card tricks?"

As the minutes ticked by and Billy repeated the same several tricks, Kayla forgot her sorrow and loneliness. Billy was nice. Maybe he could come and play with her when she was here alone. She didn't like those girls in the corner; they never noticed anything or wanted to play.

"Okay, pick a card."

Penny stared at the heartwarming scene before her, not sure if she wanted to hug Billy for coming back to Caring Hands and being as sweet and good as she always thought he was or attack Dr. Horrible for coming so close to an innocent child.

Kayla laughed as Billy drew her card from the pile yet again. Penny smiled. The poor girl had been taking her family's situation very hard. This was the first time Penny had seen her without tears building in her wide eyes. This was the Billy she knew; this was her best friend. She took a step closer, trying not to draw attention to herself.

"Miss Penny!"

Billy whirled around, face scarlet, looking as though he had been caught doing something bad.

"Miss Penny, this is my friend Billy. He can do card tricks! Wanna see?"

"Sure." Penny sat down on the floor between them, drew a card, and allowed Billy to perform his trick. She tried to ignore how much his hands were trembling. Had Billy really become afraid of her? She had told him that she hated him, she remembered sadly.

Both girls clapped as Billy successfully produced Penny's card, the two of hearts.

"Kayla, honey, do you mind if I borrow Billy for a little bit?" Penny asked, not daring to look at her friend. "Your mommy should be here in a few minutes."

"Okay." Miss Penny was nice, the girl reasoned. She could take Billy if she needed him. Besides, Mommy would be back soon.

Billy followed Penny wordlessly, not daring to speak until she had led him down and stopped in a deserted hallway on the way to the pantry. Even then, he could not force the words he had come to say out of his mouth. "Is the mother going to find something?"

"That's why she's coming back." Penny's voice seemed tight, as if she were struggling to control it. "I just got called as a reference. She starts tomorrow as a waitress at that seafood place down the block. It's a fancy restaurant, which means decent pay and big tips." She sighed. No use standing here dancing around the issue when she had work to do.

"What are you doing here?"

"I guess I came to apologize." What did he come here for, anyway? How could this perfect woman think of him as anything but a monster? Besides, even if she forgave him, he'd still just be her dorky laundry buddy.

"You guess?"

"I came to apologize." He sounded more sure than he felt. Might as well just go for it before his voice broke.

"Penny, you know me. You know I'm no villain. I tried because I was desperate and… and scared."

"Scared? Being a decent human being is so terrifying?"

"Scared of getting trampled by the messed up system of the world. It was stupid and rotten and I shouldn't have even considered it, but I did. Then they asked me to kill someone. But killing isn't elegant or creative. It's just…horrible." Penny snorted.

"And besides, I figured out a new way to get things done. A really great friend of mine showed me that treating a symptom isn't as useless as I thought. Besides, I sort of… fell in love with her along the way. And she'd hate me if I were a villain, so…"

Billy closed his eyes, waiting for Penny to slap him. He wondered if he should be concerned that he suddenly felt like throwing up.

After what felt like an eternity, Penny spoke, her voice shaking. "Would you give up Dr. Horrible for her?" Billy nodded, his jaw locked and his eyes squeezed shut. "And if she told you to go away and never come back, what would you do?"

"I'd give it up anyway," Billy answered honestly. "She taught me a lot about myself."

At the wonderful sensation of Penny's arms encircling his waist, Billy's knees gave way. Penny giggled as he leaned against the wall, staring at her with apprehension. "Funny. I fell in love with someone who taught me some important things too"

Billy's heart froze. This really wasn't a good time to hear Penny quote Captain Hammer. "Like what?"

"Like sometimes villains are just misguided heroes who do dumb things. And sometimes heroes are nothing more than overinflated high school jocks, looking for attention and bullying the guy in the tech club."

"What?"

"I think I love you, Billy."

They walked into the dining room, perfectly fitting hands interlaced. Billy knew he was blushing or pale or something; he felt lightheaded, but not in the way he felt after Hammer hit his head against a brick wall.

"You okay, Billy Buddy?

"

"I'm fine." He stopped, still holding tight to Penny's hand. She stood beside him, looking at him with a tender mixture of concern and love in her eyes. Surrounding him were a group of people who needed help, people he could help. Here with Penny, he could be good and be important and belong. Yes, for the first time in his life, Billy was fine.

**Yes, Kayla is a reference to Kaylee. YAY **_**Firefly**_**!**

**WHEW! Done! Sorry Rebecca, I know I said I'd finish on Saturday. 1 AM Sunday was the best I could do. Thank you Claire for your help with the end.**

**Please review! Thanks!**


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